SEC Form 4 · accession 0001127602-16-059992
TEAM INC · TISI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip J Hawk
Director
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 2:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000318833
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 8, 2016 | M | 2,757 | $0.00 | A | 43,136 | D | |
| Common StockF1 | Aug 8, 2016 | M | 4,984 | $0.00 | A | 48,120 | D | |
| Common Stock | holding | — | — | — | 128,523 | I | Family Ltd Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Aug 8, 2016 | M | 2,757 | D | — | Oct 15, 2022 | Common Stock | 2,757 | 1,994 | D |
| Restricted Stock UnitsF4,F3 | — | Aug 8, 2016 | F | 1,994 | D | — | Oct 15, 2022 | Common Stock | 1,994 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Aug 8, 2016 | M | 4,984 | D | — | Oct 15, 2023 | Common Stock | 4,984 | 3,602 | D |
| Restricted Stock UnitsF4,F3 | — | Aug 8, 2016 | F | 3,602 | D | — | Oct 15, 2023 | Common Stock | 3,602 | 0 | D |
| Nq Stock OptionsF5 | $30.33 | holding | — | — | — | — | Oct 15, 2017 | Common Stock | 120,000 | 120,000 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | — | Oct 15, 2024 | Common Stock | 7,833 | 7,833 | D |
| Restricted Stock UnitsF2,F7 | — | holding | — | — | — | — | Oct 15, 2025 | Common Stock | 8,592 | 8,592 | D |
Explanation of responses
- F1Represents vesting of Restricted Stock Units and conversion to Team Common Stock.
- F2Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.
- F3This grant was accelerated, vested in full and shares delivered on August 8, 2016 pursuant to that Non-disclosure, Non-competition and Non-solicitation Agreement ("Agreement") with the Registrant dated August 8, 2016.
- F4Represents the portion of Restricted Stock Units withheld for income taxes prior to settlement in Common Stock.
- F5Options are fully vested.
- F6Pursuant to a Special Vesting Agreement entered into as part of the Agreement with the Registrant as part of his transition to a non-employee director dated August 8, 2016, the Restricted Stock Units will continue to vest 25% on 10/15/2016, 10/15/2017 and 10/15/2018, unless earlier terminated in accordance with the Agreement or the Plan. Restricted Stock Units will automatically be converted into shares of Team Common Stock in accordance with the respective vesting schedule.
- F7Pursuant to a Special Vesting Agreement entered into as part of the Agreement with the Registrant as part of his transition to a non-employee director dated August 8, 2016, the Restricted Stock Units will continue to vest 25% on 10/15/2016, 10/15/2017, 10/15/2018 and 10/15/2019, unless earlier terminated in accordance with the Agreement or the Plan. Restricted Stock Units will automatically be converted into shares of Team Common Stock in accordance with the respective vesting schedule.